Exhibit 10(g)

                              EMPLOYMENT AGREEMENT

      This Agreement is entered into, to be effective as of January 1, 2002, by
and between Warrantech Corporation, a Delaware corporation, with its principal
place of business located at 150 Westpark Way, Euless, Texas 76040 ("Employer"),
and James F. Morganteen, an individual residing at 62 Mary Violet Road,
Stamford, Connecticut 06907 ("Executive").

                                    RECITALS

      WHEREAS, Employer recognizes that Executive will be a key member of
management and important to the long term development and prospects of Employer;
and

      WHEREAS, Employer desires to employ Executive and Executive desires to be
employed by Employer pursuant to the terms and conditions set forth in this
Agreement.

      NOW, THEREFORE, in consideration of the forgoing and the terms and
conditions set forth herein, Employer and Executive hereby agree as follows:

      I. Employment and Duties

      Employer hereby employs Executive, and Executive hereby accepts such
employment, upon the terms and conditions set forth in this Agreement. Executive
shall render such executive, managerial, supervisory, developmental, marketing,
or other services as Employer may specify from time to time, subject at all
times to the direction and control of the Chief Executive Officer, Employer's
Board of Directors or any designee of any thereof. Executive shall serve as and
with the title of Senior Vice President, General Counsel and Secretary of
Employer.

      II. Term

      The term of Executive's employment under this Agreement shall commence on
January 1, 2002 and shall continue through December 31, 2004.

      III. Compensation

      3.1 Salary. Employer shall pay Executive a base salary at the rate of One
Hundred Seventy-Five Thousand Dollars ($175,000.00) for each twelve-month period
during the term of this Agreement. Such base compensation shall be payable in
accordance with Employer's payroll practices as in effect from time to time.

      3.2 Incentive Compensation. Executive shall receive an annual incentive
bonus equal to one-sixth of one percent for each full year of his employment
hereunder or .166667% of Employer's net pre-tax income. In calculating the net
pre-tax income and determining distributions hereunder, Employer shall rely upon
Employer's financial statements as prepared by its independent certified public
accountants, which financial statements shall be prepared in a manner consistent
with generally accepted accounting principles and which shall be final and
conclusive. All bonuses described in this section are payable annually and shall
be paid, if due, fifteen (15) days after the filing of Employer's Annual Report
on Form 10-K with the Securities and Exchange Commission.


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      3.3 Stock Options. Executive shall be eligible to participate in the stock
option plan in accordance with the terms and conditions set forth in Exhibit "A"
attached hereto and incorporated herein.

      3.4 Medical Insurance. During the term of his employment, Executive shall
be eligible to participate in the Employer's management employee benefits and
retirement plans, as they are in existence on the date of this Agreement, or as
they may be amended or added hereafter, to the same extent as other executives
of the Employer at a similar level, subject to the terms contained in the plan
documents of any such plan and with any required executive/employee contribution
to remain the responsibility of the Executive.

      3.5 Other Compensation. In addition to the compensation heretofore set
forth, or as may be hereinafter provided, Employer shall provide Executive
during his employment any and all benefits commensurate with his position, which
Employer, in its sole and absolute discretion, may make available to its
executive officers (or employees in general, if any one is not available solely
for executive officers) under any general pension plan, or other executive
benefit plan which may be in effect at any time or from time to time during the
employment period, subject to the terms contained in the plan documents of any
such plan and with any required executive/employee contribution to remain the
responsibility of the Executive.

      3.6 Automobile. It is contemplated that to perform the services required
by this Agreement, Executive shall obtain and remain fully responsible for the
maintenance and repair of an automobile, for which Employer shall provide
Executive with an expense allowance at the rate of Six Thousand Dollars ($6,000)
per annum.

      3.7 Life Insurance. Employer, for the benefit of Executive, shall maintain
in full force and effect (i) a group term life insurance policy in a face amount
equal to one hundred percent (100%) of Executive's base salary, not to exceed
One Hundred Fifty Thousand Dollars ($150,000), and (ii) a split dollar life
insurance policy with an annual premium in an amount equal to Ten Thousand
Dollars ($10,000).

      3.8 Vacation. Executive shall be entitled to three (3) weeks paid vacation
during each calendar year in accordance with Employer's vacation schedule and
policies.

      3.9 Expenses. Employer shall reimburse Executive in accordance with
Employer's expense reimbursement policies for all reasonable and necessary
expenses including, without limitation, travel and entertainment expenses,
incurred by Executive in connection with the business of Employer. Expenses
relating to membership in and attendance at trade and business associations and
conventions shall be reimbursed subject to the prior approval of Employer. All
such reimbursement shall be paid upon presentation of expense statements or
vouchers or such other supporting information as Employer may reasonably
require.

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IV. Extent of Service

      Executive shall devote his full time, attention, energies and skill to the
business of Employer, as directed by Employer, and shall assume and perform such
responsibilities and duties as may be assigned to him from time to time by the
Chief Executive Officer, Employer's Board of Directors or any designee of either
thereof. Executive shall be required to travel to such locations as may be
directed by Employer in the course of Executive's duties hereunder. During his
employment, Executive shall not engage, and shall not solicit any employees of
the Employer or its affiliates to engage, in any other commercial activities.

V. Termination

      Notwithstanding any contrary provisions herein contained, the employment
of Executive pursuant to this Agreement may be terminated before the expiration
of the term as specified in the following provisions of this Article V, but such
termination shall not affect the obligations of Executive set forth in Article
VII hereof.

      5.1 Death or Disability. This Agreement, and all obligations of the
Employer hereunder, shall terminate immediately upon the death of Employee. In
the event that Employee is, due to any physical or mental injury, illness,
defect or other incapacitating condition, unable to perform his duties and
responsibilities for either (i) 60 consecutive days or (ii) an aggregate of 90
days in any consecutive 12-month period, the Employer may, in its discretion,
terminate this Agreement at any time thereafter and the Company shall have no
further obligation or liability to Executive. [NB: Jim to dovetail with
long-term disability policy]

      5.2 By Employer, For Cause. (a) Employer shall have the right to terminate
Executive's employment under this Agreement upon the material failure, material
neglect or material refusal of Executive to:

      (i)   Perform the duties assigned to Executive under or pursuant to this
            Agreement; or

      (ii)  Abide by the other covenants, terms and conditions of this
            Agreement.

Prior to effecting any such termination, Employer shall provide Executive with
notice of such failure, neglect or refusal and shall give Executive a reasonable
time period, which shall not be more than ten days, in which to correct such
problem.

      (b) Employer shall have the right to immediately terminate Executive's
employment under this Agreement for certain instances of misconduct including,
but not limited to:

      (i)   Misappropriating any funds or property of Employer;

      (ii)  Attempting to obtain personal profit from any transaction in which
            Employer has an interest;

      (iii) Activities by Executive of a public nature failing to conform to the
            community standard of generally accepted personal or business
            conduct that such activities may reasonably be expected to reflect
            badly upon the public image of Employer or its business;

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      (iv)  Executive's conviction of, or pleading of guilty, or no contest, to
            a felony, or a misdemeanor involving dishonesty or moral turpitude;
            or

      (v)   Executive's disbarment in any state or his failure to maintain a
            valid license to practice law.

      5.3 By Employer, Without Cause. In the event the Employer terminates
Executive's employment hereunder for any reason other than the reasons set forth
in sections 51. And 5.2 above, Executive shall be entitled to receive his salary
through the end of the term of the Agreement as if he had not been terminated.
Executive shall be under no obligation to seek other employment or otherwise
mitigate the obligations of the Employer under this Agreement.

      5.4 By Executive, Without Cause. This Agreement may be terminated by
Executive prior to the expiration of the term hereof upon not less than sixty
(60) days prior written notice. Notwithstanding the forgoing, however, in the
event that Executive gives notice of his intent to terminate this Agreement
Employer may elect, in its sole discretion, to terminate this Agreement and
Executive's employment hereunder at any time after receipt of notice from
Executive.

      5.4 Effect of Termination. In the case of termination pursuant to sections
5.1, 5.2 or 5.4, the salary and other compensation specified in Section III,
unless otherwise specified, shall immediately terminate and cease to accrue.
Executive shall not be entitled to any stock options unless they have fully
vested and no credit will be given for partial years of employment to ascertain
the amount of options that are fully vested.

VI. Inventions

      6.1 Definitions. As used herein "Inventions" shall mean all discoveries,
inventions, improvements, and ideas relating to any process, formula, program or
software, machine, device, manufacture, composition of matter, plan or design,
whether patentable or not, and specifically includes, but is not limited to, all
designs and developments, of whatsoever nature, relating to computer hardware,
software or programs.

      6.2 Rights to Inventions. Executive shall, during the period of his
employment with Employer, make prompt and full disclosure of all Inventions
which Executive makes or conceives, individually, jointly, or with any other
executive, or Employer or affiliate of Employer, during the period of
Executive's employment by Employer. All such inventions shall become Employer's
exclusive property.

      Notwithstanding the foregoing, Executive shall retain all his rights in,
and shall not be required to assign to the Employer any invention (hereinafter
an "Excluded Invention"): (a) which was developed entirely on Executive's own
time, and (b) which does not relate directly to or have any application to the
business of Employer or any Warrantech affiliate or to their actual or
demonstrably anticipated research or development, or which does not result from
any work performed by Executive for Employer. This paragraph constitutes written
notification to the Executive of the inventions which Executive is not required
to assign to Employer. Executive shall advise employer of any invention made or
conceived by Executive which Executive believes he is entitled to pursuant to
this paragraph.

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      6.3 Records. Executive will keep and maintain complete written records of
all Inventions made or conceived by Executive, and of all work on investigations
done or carried out by Executive for Employer at all stages thereof, which
records shall be the property of Employer, except for records of the Excluded
Inventions. Upon termination of his employment with Employer, Executive agrees
to deliver promptly to Employer any unpublished memoranda, notes, records,
reports, sketches, plans, programs, software, or other documents held by him
concerning any Inventions or potential Inventions to which Employer would be
entitled pursuant to the provisions hereof, including any information, knowledge
or data relating thereto, or pertaining to the Employer's business or
contemplated business, whether confidential or not.

      6.4 Assignments. During Executive's employment hereunder and after the
termination thereof, Executive shall execute, acknowledge, and deliver to
Employer all such papers, including applications for or assignments of patents
or copyrights or applications for the same, as may be necessary to enable
Employer, its nominees, successors or assigns, at its or their expense, to
publish, protect by litigation or otherwise, obtain titled and/or copyrights or
patents to the Inventions which are the property of Employer pursuant to this
Agreement, in any and all countries.

VII. Confidentiality and Non-Compete

      7.1 Non-Competition Covenant. Executives agrees that, during the period of
Executive's employment by Employer and during the one year period immediately
following Executive's employment by Employer or any Warrantech subsidiary or
affiliate in any capacity, he will not, directly or indirectly, own, manage,
operate, control, consult with or for, be employed by or an agent for,
participate in or be connected in any manner with the ownership, management,
operation or control of any business that is competitive with the business of
Employer or any of its subsidiaries or affiliates. Further, Executive
acknowledges that, as the Senior Vice President, General Counsel and Secretary
of Employer, his services are unique and extraordinary, and that the
restrictions herein are reasonable for Employer's protection of its legitimate
business interests.

      If any court having jurisdiction determines that the foregoing non-compete
covenant is invalid due to its duration, coverage or extent, the covenant shall
be modified to reduce its duration, coverage or extent as necessary to make such
covenant valid, and the covenant as modified then shall be enforced.

      7.2 Non-Solicitation. During his employment and for two years after the
termination of that employment, for any reason, Executive will not, directly or
indirectly, either personally or on behalf of any other entity (whether as a
director, stockholder, owner, partner, consultant, principal, employee, agent or
otherwise) (i) canvas, solicit, transact or attempt to transact any business
from any person or entity who was a customer, client, vendor, dealer, or
insurance company of the Employer or any other person or entity having a
business relationship with the Employer or any prospective customer, client,
vendor, or insurance company of the Employer or any other person or entity the
Employer is in negotiations with to enter into a business relationship during
the term of Executive's employment or whose identity was revealed to Executive
during or as a consequence of his employment; (ii) solicit, induce, entice,
hire, employ or attempt to employ any individual employed by the Company as of
the termination of his employment or during the prior 12 months; or (iii) take
any action which is intended or would reasonably be expected to, adversely
affect the Employer, its business, reputation or its relationship with its
actual or prospective clients, customers, suppliers, or investors.

      7.3 Confidentiality and Trade Secrets. During and after the terms of his
employment by Employer, Executive shall not communicate, divulge, or use any
secret,

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confidential information, trade secret, confidential customer list or
any confidential information relating to customers, clients, vendors, dealers,
insurance companies, suppliers of the Employer or any other person or entity
having a relationship with the Employer or any affiliate of Employer for any
purpose whatsoever except as consented to in writing by Employer. This
obligation shall apply with respect to any such item until such item ceases
(other than through the action of Executive) to be secret or confidential.
Confidential Information shall also include all information contained or stored
in the confidential databases of the Employer containing Confidential
Information or other information of the Employer. Executive shall have no
obligation hereunder to keep confidential any Confidential Information to the
extent disclosure of any thereof is required by law or determined in good faith
by counsel to Executive to be necessary or appropriate to comply with any legal
or regulatory order, regulation or requirement; provided, however, that in the
event disclosure is required by law, Executive shall provide Employer with
prompt notice of such requirement so that Employer may seek an appropriate
protective order.

      7.4 Remedies. In the event of any actual breach by either of the parties
of the provisions of this Section VII, then each shall be entitled to all the
remedies available by law or in equity, including without limitation the right
to obtain damages for said breach and non-adherence and the right to enjoin the
other, or any other person or entity in or threatening breach or non-adherence,
from continuing, and to remedy, the activities which constitute said breach. The
parties acknowledge and agree that any remedies at law may be inadequate in the
event of any breach of the provisions of this Section VII, and, therefore they
agree and acknowledge that each shall be entitled to all equitable remedies that
are appropriate in the event of such breach.

VIII. Miscellaneous.

      8.1 Entire Agreement. This Agreement contains the entire agreement among
the parties, superseding in all respects any and all prior oral or written
agreements or understandings pertaining to the subject matter hereof and
transactions contemplated hereby, and shall be amended or modified only by
written instrument signed by all of the parties hereto.

      8.2 Waiver. No waiver by any party of any condition, or of the breach of
any term, covenant, representation or warranty contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed to
be or construed as a further and continuing waiver of any such condition or
breach of any other term, covenant, representation, or warranty of this
Agreement, or the agreements or documents executed in connection herewith.

      8.3 Right of Offset. If at any time Employer is obligated to make payments
to Executive under this Agreement whether as compensation, reimbursement of
expenses or otherwise, Employer shall have the right to offset against said
obligation any amount which Executive is obligated to pay to Employer or any
corporation controlling, controlled by or under common control with the Employer
at the time of offset. In the event that the amount which Employer seeks to
offset is in dispute or otherwise unliquidated, Employer may nevertheless
exercise its right of offset, but if it is ultimately determined that Employer
was not entitled to such offset, Employer shall, in addition to the amount not
properly offset, pay Executive interest on such amount from the date of offset
to the date of payment at 6% per annum. In the event that it is necessary for
Executive to take any action, whether at law or in equity, to recover amounts
which

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employer inappropriately withheld under this provision, then the prevailing
party shall be entitled to reasonable attorney's fees, costs and other necessary
disbursements in addition to any other relief to which it may be entitled.

      8.4 Binding Effect; Assignment. This Agreement shall be binding upon, and
shall inure to the benefit of and be enforceable by, the parties hereto and
their respective heirs, successors, and assigns, but this Agreement shall not be
assignable by Executive. In the event of (i) the merger or consolidation of
Employer with or into any other entity, (ii) the acquisition of Employer by any
entity, or (iii) the sale or other disposition by Employer of all or
substantially all of its businesses and/or assets, this Agreement shall remain
legally valid and binding and shall be enforceable by Executive against the
surviving entity.

      8.5 General. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same instrument. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. This Agreement shall be governed, enforced and
construed under the laws of the State of Connecticut, without regard to its
conflict of law provisions. Any dispute arising out of or related to this
Agreement shall be subject to the exclusive jurisdiction of the Superior Court
of the State of Connecticut, and the United States District Court for
Connecticut, and the Employee waives, and agrees not to assert, as a defense in
any such action or proceeding, that the Employee was not subject to personal
jurisdiction thereto or that venue is improper for lack of residence,
inconvenient forum or otherwise.

      8.6 Representations and Indemnities. Executive represents and warrants to
Employer that he has the full right and power to enter into this Agreement and
that he is not bound by any restriction or impediment thereto. Executive
represents and warrants that he is not subject to any covenant not to compete or
any other restriction with any former employer or other entity which would
inhibit or restrict Executive's ability to perform any tasks requested by
Employer. Executive hereby indemnifies Employer against any claims, losses,
damages or expenses that Employer may incur or suffer in connection with any
inaccuracy in, or breach of, any of the representations and/or warranties set
forth in this Section 8.7.

      8.7 Survivability. Notwithstanding anything herein to the contrary,
Sections 6.4, 7.1, 7.2, 7.3, 7.4, 8.3, and 8.6 above shall survive the
termination of this Agreement and shall be deemed fully enforceable thereafter.

      IN WITNESS WHEREOF, the parties have duly executed this Agreement to be
effective as of January 1, 2002.

WARRANTECH CORPORATION                        EXECUTIVE

By: \s\ Joel San Antonio                      \s\ James F. Morganteen
                                              James F. Morganteen

Title: CEO

Date: 3/28/02                                 Date: 3/28/02


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                                    EXHIBIT A

                                  Stock Options

      Warrantech Corporation hereby grants Executive options to purchase up to
Seventy-Five Thousand (75,000) shares of Warrantech Corporation common stock
("Stock") under its Incentive Stock Option Plan (the "Plan") at an exercise
price equal to the mid-point of the bid and ask price of the Stock at the close
of business on the date such options are approved by the Board of Directors.
Subject to the qualifications set forth below, one-third of the options granted
hereunder will vest and become exercisable at the conclusion of each calendar
year during the term of the Agreement. Stock options are subject to and based on
Employer meeting its financial objectives at the close of each relevant fiscal
year and are subject to approval by the Board of Directors. Such options shall
be subject to other terms and conditions applicable to options granted under the
Plan. The vesting and exercise of such options are also dependent on Employee's
continued employment with Employer at the time such options vest or are
exercised.

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